Armageddon
by PadawanMage
Summary: An AU take on the Season Four Finale that takes place immediately after Adam releases all the demons in the Initiative and all hell breaks loose.
1. Chapter One

**Title**: Armageddon, Chapter 1

**Rating**: PG13

**Summary**: This is my alternate universe take on the season 4 finale of Buffy the Vampire Slayer. This takes place immediately after Adam releases all the demons from captivity in the Initiative and all hell – literally – breaks loose. I wanted to lengthen the ending, but also add a little bit of Willow/Spike to it. There is some angst to this as well as some character deaths. Please be aware that this work was never betaed, but I have tried to fix some obvious spelling errors.

**Author's Notes**: I wrote this close to 4 years ago when I first got into fanfiction and very much into Buffy and Angel. I still dedicate this story to Ruby, wherever she is, whose stories first got me into writing. Thank you!

* * *

"Down, luv!" screamed Spike as he threw himself on top of Willow. Bullets ricocheted just above them as chips and mortar sprayed all over them. Slowly, Spike peeked up and took stock of the chaos surrounding them. Everywhere he looked, soldiers of the Initiative were locked in combat with every conceivable demon that had been captured or caged. Packed together and locked in captivity for too long, everything from vampires to morah demons rampaged through the complex, killing all in their path.

Emergency lighting showed a crazed tableau of howling demons and screaming victims. Explosions erupted here and there as bullets and grenades went off. One soldier screamed as he took down a werewolf with a full clip of ammunition. As he tried to reload, he was overrun by several of its brethren.

And so on.

With a grunt, Spike pulled Willow up and ran towards the nearest lab. As far as he could tell, the rest of the Scooby Gang had made it there. As he got closer, he saw Xander's face through a small window on the hatch. He and Willow flew through the opening as the door slid back behind them.

A general sigh of relief swept through group as all were accounted for. Buffy leaped forward and hugged Willow.

"Are you all right, Wills?" she asked.

Willow nodded. "I'm fine," she had her arm around Spike's waist and gave it a squeeze. "Thanks to him." She started to walk over to where the others were grouped around Riley, when she frowned slightly as Spike winced slightly at the movement. Her eyes widened as she looked at her hand and noticed the blood.

"Oh my goddess, Spike," she gasped. "You're shot!" Looking closer, she saw that a bullet had gone right through the side of Spike's lower chest. A bullet meant for her.

"It's nothing, Pet," he said, then chuckled. "Merely a flesh wound." Willow almost giggled, if the situation wasn't so grave. She opened her mouth to argue, but was stopped by a cool finger pressed to her lips.

"Luv, we don't have time to argue." He ran a finger down her cheek. "When we get out of this, we'll talk." Willow paused for a moment, not quite sure quite sure what she was seeing behind those blue eyes of the vampire. She gazed at him for a moment more until Xander had wandered over and snapped her back to reality.

"Uh, not to break-up this Kodak-moment here," he said. "But we do have a teensy problem of a small slice of Armageddon happening right out there."

Spike groaned inwardly at the interruption, but conceded. "Well put, Twinkie-boy, so what do we do now?" He brought Willow over as Giles was talking to Riley.

"First and foremost, we must find out where Adam is hiding. Any luck?" he asked Riley, who was busy trying to access the main computer. Riley swore and slammed his fist on the keyboard.

"Nothing. Adam's shut down all main power."

"Are you sure there's nowhere else?" asked Buffy. Riley just shook his head, lost in thought. His eyes then came up quickly.

"The lab! The Main Lab! It has it's own power supply separate from the main grid."

"Which way?" asked Willow, who was standing close to Spike.

"That way," Riley nodded his head towards the fighting. "Clear across the main annex." Buffy got up and went to the hatch, looking out the small window.

"Right, Riley and I go out first, followed by Willow, Xander, and Giles." She nodded to the blonde vampire. "Spike, you cover our rear."

Spike gave a lecherous grin. "Only rear I'm gonna cover, Slayer, is this." He said as his hand slid down Willow's back. She squealed, and gave Spike an exasperated glare.

Buffy rolled her eyes. "We don't have time for this."

The others had crowded towards the hatch. Willow started to but was held back by Spike. "Red, promise me you'll stick close to me?" he whispered. Again, Willow couldn't read what he was thinking, but nodded her head anyway.

All weapons were taken out and readied. Stake, Holy Water, and tazer were primed as Buffy slid her hand to the hatch.

"Ready?" Everyone nodded. She threw open the hatch and raced out with Riley, followed by the rest.

The race was hard. Several times Buffy was tackled by demons. Xander's timely use of the tazer helped. As they neared the entrance to the main lab, Spike was caught up with a drooling monstrosity. He grabbed its head, as its claws sliced into him, and snapped its neck. Clutching his side, he moved toward the rest when he realized Willow wasn't near him.

"Spike!!" Willow screamed. She had fallen forward and flat on her face. A grate behind her had exploded outward, and a sinewy tentacle had wrapped around her leg pulling her back. Quickly looking around, Spike and took out Riley's combat knife out of its sheath. The blonde vampire leapt over and started hacking away at the tentacle. A guttural moan came from the grate as Spike tore the appendage away from Willow's leg and dragged her away.

By now, Riley had gotten the main door open and everyone was leaping in. Xander looked out at Spike and Willow as an explosion rocked the main annex. "C'mon you guys!!" he screamed.

Spike pulled Willow up and looked her over. She sobbed and quickly hugged him. "Are you alright?" he said, close to her ear. Willow simply nodded and started to pull away.

As she did so, she peered around his shoulder. Her eyes widened and she gasped. Spike spun around and before getting a good look, a vicious backhand caught him and sent him flying across the floor to a crumpled heap. Clutching his side, he looked over to see a pair of huge combat boots coming his way.

"Hello, Spike," he heard in a deep, menacing voice.

Slowly, his eyes went up and met the deadly gaze of Adam.

(Continued)


	2. Chapter Two

Chapter Two

Willow stood transfixed as Adam advanced on Spike. Desperately, she looked around for something – _anything_ - to use. Her eyes widened as she spotted an object on the ground close by. She looked from it, to the cyborg, and back.

_Oh, Goddess, if I miss…_ she thought as she started to concentrate.

"Oh, Spike," Adam said as he walked up to him, shaking his head. "When did you wander?" He stooped down and grabbed the blonde vampire by the neck, bringing him up to face level. Face turning red from Adam's crushing vice-grip, all Spike could do was glare.

"You had such promise, vampire. So much power would've been yours in the new order. Why throw that all away?"

_You bastard_, thought Spike, _how would you understand if I told you that I came this close to handing the Slayer to you on a silver platter, but didn't? And the reason? No, I don't give a rat's ass about the slayer, or most of her gang …but the witch…she was the only one, out of the whole bloody lot of them, who showed me any kindness…!_

Adam throttled Spike, bringing him back to the present. "Well, Spike?" he prompted. "Anything to say before…" his left arm came up and a spike came out, dangerously close.

"Not to bloody you!" Spike spat out.

Adam just sighed. "A pity," he said. "Goodbye Spike." He cocked his arm back, aiming for the heart.

Willow saw her opportunity._ Now!_

Spike closed his eyes to the inevitable. He flinched a bit when he felt a rush of air, and heard a thud. Before he realized it, Adam's grip loosened and he fell unceremoniously to the ground. Opening his eyes, he gaped at what he saw. Grunting, Adam staggered back and clawed at a knife that had been thrown into his data port on his left breast. The same knife, he realized, that he'd used to save Willow. Sparks, smoke, and a clear resin-like liquid slowly oozed from the wound. He fell down to his knees, and then to his side, his back to Spike. Spike crawled away, when Willow ran up to him, her eyes still on the cyborg.

"Spike, you ok??"

The blonde vampire nodded numbly. He then looked from Willow to the prone body of Adam, and pointed to his own chest.

"You?" he asked incredulously. Willow gave a small grin, shrugged, and nodded.

"Bloody hell, luv," he said, "and here I thought you were only deadly with a No. 2 pencil."

"Only on my SAT's." she said with a smile, as she pulled him off the floor. She looked him over, concern in her eyes. Spike gazed down at her._ I could kiss her right now. _Action following thought, he did just that. Willow's eyes widened, but to Spike's surprise, she returned the kiss. They pulled away, a little breathless.

"Willow," he said with a swallow, " I…."

"Ahem!"

Willow jumped a bit, though she was held slightly by a protective Spike. Both looked at the two confused faces of Xander and Buffy.

Buffy looked from vampire to witch. "Will…are you ok?" Willow, a little flushed, nodded.

"Yeah, Buffy, but I think we should…" Willow suddenly gasped violently as her chest jerked forward. She pitched forward into Spike's arms, whose eyes widened in horror as he saw a knife protruding from her back.

"Noooo!!" he screamed, his hands coming to the hilt and feeling her warm blood pulse around the wound. All three turned as one and looked behind them to see Adam sitting up, his arm outstretched as he'd just thrown the knife.

"You son of a bitch!!" screamed Xander as he brought up his tazer and fired point-blank at Adam.

"Xander, nooo!!" Buffy yelled as the blast hit the cyborg in the chest.

The knife wound had caused enough damage to impair a good percentage of Adam's systems. With sufficient power, he'd be able to get his internal diagnostics up and running. The tazer blast was exactly what he needed. He spasmed as the charge arced all over his body. When over, he looked back at the group, smiled, and slowly stood up. With a limp, he advanced on them.

"Thank you, again," he said, backhanding Xander towards the incoming Riley. Both crumpled to a heap.

Screaming, Buffy attacked with a roundhouse kick to Adam's dragging leg. Off-balance he stumbled back, as the Slayer mercilessly pushed her attack. Adam's internal equilibrium was trying to recalibrate, but the Slayer's continual onslaught kept throwing it off. Right hook, left hook smashed into Adam's face. Buffy kept switching attacks to throw the cyborg off from any kind of defense. With each blow, she pushed him closer to the edge of the deck leading to the lower levels. At the edge, Buffy threw a swift back-kick knocking Adam over, but at the last second his arm whipped out and grabbed the slayer's ankle. Clawing to grab something, she slipped over the edge screaming, and fell with Adam to the lower levels.

"Buffy!!" screamed Xander and Riley as they ran up to the edge. They both peered over into the depths, seeing nothing but darkness. Giles ran up to them as Riley crouched to start climbing down.

"We have to find her!"

"No!" yelled Giles as he pulled Riley back up. "The most important thing now is to complete the spell, for it's the only hope she has against Adam, even in his weakened state."

Xander frowned as he looked around trying to find something in the surrounding chaos. "Wait! Spike, Willow…where are they??" All looked around, but for a small pool of blood, could find nothing.

Both had disappeared.

(continued)


	3. Chapter Three

Chapter 3

Spike ran.

Carrying Willow through darkened corridors and half-lit passageways he ran. The screams here and there of technicians and scientists as the suddenly released demons descended upon them echoed from the labs that he raced blindly past. Occasional gunfire caused him to stop sometimes, and although getting hit with bullets was not a problem for him, it was a risk he absolutely could not take with Willow. He paused briefly to look down on her. Even in the dim light, he could tell how pale she was, her heartbeat slow and her breathing shallow. Her eyes fluttered open and focused on him.

"Spike?" she whispered. He bent down and kissed her gently but quickly on the forehead.

"It's alright, luv. Hang in there, a few more minutes and we'll get you fixed up in a jiffy."

Eyes half-lidded, Willow smiled weakly and nodded, before falling to unconsciousness. Overhead, the cold, impersonal voice of the security system could be heard over the din:

"_ATTENTION! HST CONTAINMENT FAILURE! ATTENTION! HST CONTAINMENT FAILURE! CONTAINMENT LOSS IN SECTIONS 3,5,9,12,13…."_

"Yeah, no kidding!" muttered Spike as he continued running.

---

Another explosion rumbled through the complex, as Xander nervously walked over to Giles, who was busy with setting up the spell. Riley had his back to them, watching out the small pothole and standing guard.

"Giles, are you sure you can do this spell? What with…Willow… not being here and all?" he choked out. Giles was almost set and was reading the last part of the spell when he looked up at the concerned youth.

"I honestly don't know, Willow was definitely our focal point for all group spell casts, but…" Giles could see the desperate pain in Xander's eyes at not knowing where his best friends were. "I'm sure they're all right," he said as he gripped Xander's shoulder. "Spike may not have our best interests at heart, but from what we've seen, he, in his own way, cares very much for Willow's safety. As for Buffy…well, you know how well she can take care of herself." Xander, not quite convinced, nodded. "Now then," began Giles, "we should be all set...except for one thing."

Xander looked up. "What?" he asked. Giles looked down at the spell book to double-check before answering.

"The spell needs a minimum of three people to perform it," he answered, looking pointedly in Riley's direction. Riley, aware of the focus on him, snapped his head at Giles.

"Me?"

"Yes."

"Him??" asked Xander.

"Yes."

Riley looked from one to the other then back. He walked up to Giles, a look of exasperation on his face. "Giles, you've got to be kidding!"

The Watcher merely shook his head. "I assure you, I am not. I've never been more serious in all my life."

"Giles," Riley sputtered. "I'm a military man born and bred! The only 'spell casting' I ever did was during a…a...Dungeons and Dragons session back in high school!"

"Riley," began the Watcher, "we'll got through the steps one by one, just follow our lead and you should be fine."

Riley, unconvinced, looked Giles in the eye. "Giles…I…. don't believe in this," indicating the marks on the floor and spell components, "I don't believe in magic."

Angered, Giles ripped the glasses from his head and gripped Riley's shoulders. "If you don't at least try, then all this, everything and everyone will die and Adam's plans will come to fruition." He could see that Riley was still a bit unconvinced. "You don't believe in magic? Fine. Then put your belief in something closer to your heart."

"What?" Riley warily asked.

"The love you share with Buffy." Riley looked up, then down and nodded, as Giles led him to one corner of the design on the floor.

---

Spike skittered to a halt at an intersection. His sense of where he was going came from the time he spent in the Initiative as a 'guest'. Willow moaned softly in his arms, as he took his bearings. _30 meters down this corridor take a left at the elevator, and we should be there…_

He was about to start when the body of a lab tech fell from around the corner, baring his way. A vampire, in full game face, also came around, wiping his chin of blood with the back of his hand. At seeing Spike, he started to growl. He stopped suddenly when he got a good look at him.

"Well, well," he said. "If it isn't my old cell buddy Spike!"

_Oh, bloody hell! Of all the demons to ruin into!_

"Yeah," the vampire said, seeing the look in Spike's eye. "Real nice the way you threw me to those guards while you got the hell out of Dodge! Leaving me," he kicked he corpse, "as the favored guinea pig for these assholes." He finally took note of the redhead in Spike's arms. "What ya got there, Spike? Lunch? Though," he frowned, " from the look and sound of it, she doesn't have much…uhhhhhh!!!" He doubled over from a swift kick in the groin as Spike ran past.

"Go ahead and run, Spike!" The vampire choked out, "Doesn't matter where you go! Cuz tonight, it's all going down!"

(continued)


	4. Chapter Four

Chapter 4

Buffy walked.

In a wide-open field of wheat she walked. Slowly, peacefully, she brushed her hands over the many stalks as a small breeze stirred them, the rustling lending a chorus all of its own. She paused briefly, closing her eyes to drink in the serenity and sheer peace surrounding her. Smiling, she could hear the sounds of birds chirping in the background. Opening her eyes, she tilted her head in puzzlement when she noticed a structure right in the center of the field. Curious, she started towards it. Her smile slowly faded as she began to notice the structure for what it was.

A door.

The smile soon began to turn to a worried frown as she noticed a number written in big letters on the door.

314.

Coming right up to the door, she saw a handle on it. She stared at it for moments, before a peaceful resolve came over her. Glancing one last time at the peace around her, she grasped the handle and opened the door, stepping through. Upon passing the doorway, she stopped suddenly when she realized she was now in a cemetery. The door closed slowly behind her, and she barely registered when she looked behind her that the door vanished.

The scene before her was much different to what she had seen before. An overcast day, close to dusk greeted her. Curiously, as she approached any grave, the name written on the tombstone became impossible to read. She continued walking until she came to a clearing that had a small tree growing in the center. Next to the tree, with its headstone facing away, was a freshly made grave. Walking closer, she noticed a man and a woman, both dressed in black, near the site. The man was kneeling in front of the headstone, one hand clenching the freshly dug-up dirt, while the other covered his face. The woman, her face covered in a thick veil, had one hand on the man's shoulder, as he seemed to cry. Neither seemed to take notice of Buffy as she walked right up from behind the headstone. She stopped suddenly when she noticed something about the man, particularly his hair. Frosted Blonde. Eyes widening, she looked up at the woman. A pair of sad, green eyes gazed up at her through the veil. Although she couldn't see the rest of the face, she could tell that the woman was also smiling sadly at her. She nodded at Buffy and then looked back down at the man.

Nervous, Buffy started to walk around the grave, determined to read the name written on the headstone. As she started, a large hand grabbed her shoulder from behind and gently held her in place. Gazing down at the hand, her breath caught in her throat as she noticed a ring. Before she could turn around, a deep voice spoke:

"Buffy, wake up."

---

Gasping, Buffy woke. She groaned as she clutched her head at the memory of the dream. It was one aspect, in terms of being the Slayer, which she absolutely hated. The last time she remembered such a vivid dream was when it involved Jenny Calendar. She swallowed and shivered at what happened at the end of that whole episode. She shook the cobwebs from her head, realizing that she wasn't getting anything done by just laying there. As to where she was laying, she couldn't quite tell. Slowly getting up, she hissed when a sharp pain lanced through her side, forcing her back down. Gingerly feeling her side, she could tell that the area was quite tender.

_Not broken, but definitely bruised._

Last she remembered, she pushed Adam off the side, but at the last second he managed to grab her and take her down with him. From where she lay, she tried to get a bearing of where she was. Looking up she noticed rows of large lights on the ceiling. The area she was lying on seemed wooden, grainy even. Gritting her teeth she sat up and noticed that she was lying on a large box. Looking around, she saw nothing but stacks upon stacks of boxes, of various sizes all over. The containers ranged from the size of trunks, to the size of houses, the latter she found she was lying on.

_My God, I'm in an underground warehouse!_ _Just how big _is_ this Initiative, anyway?_

From her perch, she could easily see that the room was almost the width and length of a football field. She then stopped suddenly when she realized one very obvious thing was missing: Adam. She looked all around her, but couldn't find the cyborg.

_Ok, Slayer, enough sightseeing. Time to get this over with._

She swung over the side, and landed on the hard cement floor. She stood silent for a moment, straining to hear anything. When nothing popped up, she started walking, wondering how the rest of the gang were doing…especially Willow.

---

"OPEN THE BLOODY DOOR!" screamed Spike as he slammed his foot on the steel-reinforced hatch. He'd wasted precious minutes shaking off various demons and backtracking until he reached his final destination: the med lab. If any place could help Willow, it would be here. He could feel Willow stir and moan, and even without his vampire-enhanced senses, he could tell she was hanging on by a bare thread. The blood was down to a trickle from her wound, but he was having a hard time controlling his demon, which was screaming at the smell and touch of her sweet blood.

With a growl, he stepped from the steel hatch to a huge glass partition that overlooked the entire med lab area. Peering in he could make out one individual, dressed in full biohazard gear, looking into a computer. He kicked at the window until he got the person's attention. The person glanced over and almost dismissed Spike, until he got a look at Willow. Walking over, he peered down at her then at Spike. Gently, Spike showed the man the knife that was protruding from Willow's back. Shocked, the man hit a button.

"_Step away from the door," _he said through a speaker grille.

Spike did as told. He could see the man grab a rifle, and holding it unsteadily, cycled through two doors before he reached Spike. The man, obviously not a commando, pointed the rifle in Spike's general area. He was definitely nervous about the way the man was shaking, as well as how he held the rifle.

"Bloody hell, mate! Could you point that thing someplace else?"

"Who are you? Are you one of those things? What happened to her?" The man asked nervously.

"Look mate, I didn't come here to play 20 bloody questions. All you need to know is that this girl has a very large knife stuck in her. You're a doctor, so you're going to help her." With that he simply walked past the doctor and entered the lab. The doctor, befuddled, followed.

---

Xander swore.

For the second time they had tried the spell, and, for the second time, they failed. Riley, even with coaching, kept flubbing on the pronouncing of the last part of the spell. Giles, for all his patience, took his glasses off and rubbed the bridge of his nose.

"All right, we'll give it another try."

"Again?" Xander had enough. "Giles, this is the second time we've tried this! Buffy, Willow, and yes even Spike may be dead by now!" he glanced over and glared at Riley. "And all because Captain America here can't…" before he could finish Riley lashed out, grabbed Xander and pounded him to the wall.

"Don't you blame this on me; I'm doing the best I can!!"

"Yeah, well if it wasn't for your goddamned Initiative, we wouldn't have the problem of Adam, the fight out there, and the entire mess that this all came down to!!" Xander shot back.

"STOP IT, BOTH OF YOU!!" yelled a stentorian voice. Surprised, both Riley and Xander looked over. Giles, in full Ripper-mode, glared at the two young men.

"How dare you," he whispered. "People are dying out there, and all the two of you can do is have a pissing contest?!" Both men looked down, neither able to look Giles in the eye. Reluctantly, Riley let go of Xander.

"Good, now then 'children'." Both men blushed as he stressed the word. "We can't keep stressing over who's alive or not. What I do know is everyone is counting on us. The only thing they have going for them is the hope that we'll back them up. Well, I, for one, refuse to let them down." He walked back to one corner of the floor design and folding his arms, glared at the other two. Riley, embarrassed, looked at Xander.

"Sorry."

"My fault, I'm just…pissed I can't be there with them."

"Me too."

"Shall we try again?" asked Giles. Both men nodded. "Good, now sit your asses down."

---

Buffy peeked around a corner of boxes. She wished she had some kind of weapon to use, and prayed that Giles and the rest would hurry with the spell. Seeing nothing, she kept to the sides of the boxes, as well as the shadows, and walked in. Several feet in, she stopped when she heard heavy boots coming from behind. She turned and there he was. From what she could see, Adam seemed back up to speed.

"So, I guess it's just us now," she said.

Adam nodded. "So it would seem."

Something tickled at the back of her mind, warning her that something was wrong. She couldn't see anything, no backup for Adam. He just stood there. Eyes narrowing, she started to walk towards him. As she got to within ten feet of him, she stopped when she heard a noise. Suddenly, from behind, several large boxes fell from each side, blocking her way. She snapped her head back to see a grinning Adam, who gestured with his right arm. Her eyes widened as the arm suddenly morphed, and pieces started to slip into place, revealing a spinning minigun and rocket launcher.

_Great! He's a Transformer! _

Without thinking she threw herself behind a container as tracers flew all around her, tearing up everything. Bullets sprayed everywhere, wood and concrete being torn up and spraying all over Buffy. The bullets stopped suddenly and she caught the sound of something going 'Click!'. Taking a risk, she looked around the side of the container just as a small rocket on Adam's arm pointed in her direction.

"Shit!" she screamed, as she dove for cover, just as the area around her erupted in an explosion. Coughing, she quickly looked around for some kind of escape. She spotted it. On the ceiling, near one of the containers, was an air vent. She also noticed several boxes that that led up to the vent. With smoke still wafting around, she leapt to the first box and jumped to the edge of the next. Ignoring the bullets that were, quite literally, on her heels, she flipped over to the next box, jumped on top of the large container, and pulled herself, feet-first into the vent. As soon as she got in, she started to scramble down the vent.

Adam, for his part, was actually pleased with the Slayer's performance. But he also felt that her exit was far too early in the game. Switching to infrared, he could see her form move quickly through the ducts. He smiled grimly as he took aim.

Buffy crawled forth in the ducts hoping to find a way out, as she rounded a corner the area just ahead of her suddenly got chewed up by bullets. Backtracking quickly, she turned the other way, but that also started to get riddled by tracers.

"Aaahhhhaaaaaaaaaaaahh!!!" she screamed, huddling in a corner as bullets chewed and twisted metal all around her. An explosion rocked the entire area as the whole vent tore from the ceiling and fell to the ground in a loud crash. When through, Adam calmly looked around the debris and found the Slayer, unconscious, but amazingly enough, none the worse for wear.

"Your resilience is astounding," he commented, not caring if she heard him or not. Coming up to her, he pointed the gun right to her head, and stood there.

_I could kill you right now, and you wouldn't know the difference._ He thought. Staying there for several moments, he finally lowered his arm, which morphed back, and stepped aside. Looking down one last time, he turned and walked away.

_Time enough_, he thought, _for the final act_.

---

"Can you help her?" hissed Spike at the doctor as he inspected the wound. The doctor, nervous, looked up.

"I don't know. She lost a lot of blood, and from what I can tell the knife penetrated her left lung, collapsing it. Also, there's fluid buildup…" Before he could finish, Spike grabbed him by the shirt, and gritting his teeth to the pain from the chip, lifted him off the floor.

"Listen you bloody quack," he said through clenched teeth, "I don't want an episode of ER spelled out for me. All I know is that if she dies, you die. So, I will ask you again, nicely, Can.You.Help.Her?"

The doctor, eyes bulging, tried to speak. "I'm…not an…..M.D.!…I'm a…Neurophysiologist!" he started to choke. "But, I'll do the best I can!" Spike, somewhat satisfied, dropped him.

"Spike?" he heard in a small, pained voice. He rushed to Willow's side as he grabbed her hand and looked down. He grimly noted that she was much paler than usual, her lips almost blue. Every so often, she would cough, and wince at the pain. She was lying on her side, due to the fact that they didn't know what to do yet about the knife.

"Yes, luv?" he asked as he cupped her cheek. Willow looked around as best she could.

"Where…are we?" she whispered.

"Medical area, Red. I figured," he glared at the doctor who was rubbing his neck, "that this would be the best place to take you."

"You…brought me all the way here?" she asked, a bit puzzled.

"Hell, Luv," Spike said. "I wasn't going to let you die." Although too tired for tears, a small hand came up and brushed his cheek.

"Thank you," she said softly. Spike gripped her hand, was about to say something, when the doctor stepped in.

"Ok, I think I know what we have to do. We're going to have to pull the knife out."

"Ok, what do you want me to do?" asked Spike. The doctor just looked at him. "Well, you pull the knife out and I'll start applying pressure." Spike's eyes widened as he looked from the knife to the doctor and back.

"Me? As in, me pull the knife out?"

"You're obviously the stronger," the doctor said ruefully.

" 'Pull the knife out'? As in this will cause her considerable pain, right?" he asked softly.

"Unfortunately, yes," the doctor said as he busied with getting some gauze. "The morphine drip I've set up for her should help, but, yes, it will hurt." Spike started to chew on his lower lip as he looked down at Willow, her breathing becoming shallow.

_Bloody hell, this really puts a new spin on the whole 'this'll hurt me more than it'll hurt you' bit!_

"Ready?" the doctor asked. Spike took an unnecessary breath, nodded, and then went behind Willow.

"Doc," he said, as he gingerly clutched at the handle. "Promise me something?"

"What?"

Spike stared at the doctor, his eyes icy cold. "No matter, what happens, no matter what you see, you stick to helping Willow."

Confused, the doctor nodded nonetheless. "On three?" Spike nodded. "One…two…THREE!!" With a sickening pop, Spike pulled the knife free. Willow screamed in pain.

"Aahh!!" Something akin to several red-hot pokers jammed through Spikes brain as he screamed in agony. The knife slipped through his fingers as he clutched his head. A virtual firework of lights went off behind his eyes as he grunted in pain.

"Are you all right? What's the matter?" asked the doctor, seeing Spike writhe on the ground. Facing away, Spike moaned.

"See…to the girl…don't worry..'bout me…"

"But if there's something…" he stopped suddenly as Spike whirled around and grabbed the doctor, who gaped at what he saw before him. Fully vamped out, Spike had a nosebleed, as well as a bloodshot eye, all from the chip. He grunted while the doctor writhed in his grasp.

"Help her!" he said as he pointed to Willow's moaning form. Sweating profusely, the doctor ran back. Over the next several minutes, Spike let the pain slide by. After several tries, he finally got to his feet, and walked over to Willow's side. The doctor was on the other side, deliberately not looking in Spike's direction as he continued to take readings. Spike came up and grabbing a bit of leftover gauze, he wiped the blood from his nose.

"How is she?" he croaked out.

The doctor looked up at him. "I think she's barely stable. Like I said, she lost a lot of blood, but as long as nothing happens to her and she's not moved…" Spike nodded and gently wiped a few stray strands of hair from Willow's face.

"You're Hostile 17, aren't you?" the doctor asked suddenly. Spike looked up sharply.

"How would you know?" he asked suspiciously. "You're not a commando. You're obviously one of those egghead doc…" he stopped suddenly. He looked around at where he was: The operating theater…equipment…neurophysiologist?? With a feral growl, he leaned forward, and even with the renewed pain, he grabbed the doctor and screamed:

"_You_ did this to me!"

(Continued)


	5. Chapter Five

Chapter 5

Buffy groaned as she picked herself up, pushing away debris that had fallen all over her. She sat up and tried to assess how badly she was hurt. Aside from many cuts and bruises, she was thankful that she had no broken bones, though her ribs still felt a bit tender. Still crouched, she looked around, but found no sign of Adam.

_He had the chance to kill me, but didn't. Why? Somehow I don't think I was spared out of the goodness of his uranium heart_, she thought grimly, as she slowly started walking.

Some distance away, Adam was keeping a close eye on the Slayer. Cameras, strategically placed, gave him a birds-eye view of where the woman was headed. They relayed their info to a laptop in front of the cyborg. Behind him, he could sense the growing restlessness from the dozen or so demons at his command. They, out of all the others, had survived to make it down here to the rendezvous. His elite, as it were.

"Adam," one particularly spiny demon growled. "Why do we wait? We can take the Slayer now! Hell, you yourself had the chance to take her out!" A growing murmur of assent rippled through the demons. Adam stood, and faced the crowd. He walked among them as he talked.

"I understand your unrest, and yes, you could take the Slayer now. But what of the next one? And the next one after that? Is it not written that as one Slayer dies, another takes her place?" Several demons nodded grimly. Adam pointed to the screen. "She is, by far, the strongest one that has to come pass. To know how she fights, how she adapts, how she reacts, would give us an exclusive advantage over all future Slayers." Glancing at each other, Adam could see the understanding dawning in many of their faces.

"You all know your places?" All nodded. Adam pointed once more to the image of the Slayer. "Then go." Grunts and hisses of excitement rippled through the crowd as they all prepared for the final confrontation. As the last left, Adam strode up to his laptop, and slowly closed the lid.

_Soon._

---

Spike stood there trembling with rage as he held on to the doctor. With a pained grunt, he let him go. "You bloody well put this chip in my head…you're gonna take it out!" he ground out as he rubbed his temple.

The doctor, nervous as all hell at being this close to a vampire, merely shook his head. "I can't."

Spike's eyes narrowed as he slowly advanced on the doctor. "Can't or won't?"

"I can't," he said, and quickly brought his hands up as Spike growled and kept coming. "You have to understand," he began, as he skittered away, "The chip you're carrying is experimental! You're lucky to be alive!"

Spike stopped at that and looked him straight in the eye. "What the bloody hell do you mean by that?" he said through clenched teeth.

The doctor swallowed before continuing. "What you're carrying is the end result of years in cybernetics!"

Spike, one eye twitching from the pain, clenched and unclenched his hands. "Do you bloody speak English?!"

'You're carrying an organic chip, not a microchip you'd find in computers!" the doctor squeaked out as his back hit the end of the far wall.

"Gee," Spike started sarcastically. "No wonder I didn't find a bloody tattoo that read 'Intel Inside' painted on my head!"

Ignoring the comment, the doctor continued, "Due to organic nature of the implant, we found that, after insertion, the chip bonded to the cerebral cortex. Unfortunately, the initial three test subjects died at varying times after the operation."

Spike glared at the doctor. "Are you telling me I have a time bomb lodged in my head?!"

The Doctor shook his head. "No, you're past that. For all intents and purposes, it's a part of you now."

"So, there's no 'chipectomy' for me?"

"Not to bore you with the details…."

"Too bloody late for that," Spike muttered.

"…but no, not without severe damage to you." The doctor swallowed as he gave that prognosis, not knowing what to expect. Spike stood there, all tensed up, glaring at the doctor. Slowly, with his eyes still trained on him, Spike walked up to a table and grabbed the edge. He swallowed, looked away and down on the table.

"Get out," he said, just above a whisper. The doctor, dumbfounded, could only stare at Spike's back.

Eyes closed, Spike growled a little louder. "I said get out!" The doctor jumped and slowly made his way towards the main hatch. He paused briefly to look at Willow's prone body, and then quickly cycled the hatches to leave.

Spike counted to ten after hearing the doctor leave. When he got to one, he opened his eyes. With a scream, he threw the table on its side, spilling all it's contents on the floor. He rammed his fist on a nearby monitor, and pulled back a bloody hand as the monitor exploded in a shower of sparks. He pounded on a wall, and with head hung low in despair, crumpled to the ground in a heap. For long minutes, nothing could be heard, except the sound of the crackling of the smashed monitor. Eventually, a sound did emerge from that dark corner.

The sound of agonized weeping.

(Continued)


	6. Chapter Six

Chapter 6

Riley, Xander, and Giles sat in a circle. Slowly, they chanted the words to the spell, each one saying their part. A slight tingling in the air could be felt with every successive chant, the magic swirling around them. When it came to Riley, he breathed deeply and started to recite the words that Giles had taught him. As he spoke, the air became even more charged. Finally, he spoke the last phrase and held his breath. The charging came to a point, sputtered, and then stopped. All three open their eyes.

"Dammit," Riley said. Xander just shook his head as Giles looked at him patiently.

"Riley, you have to _feel_ the words, not just say them," Giles said in his best schoolmaster voice.

"Thank you, Master Yoda," muttered Xander.

Giles shot him an icy glare. "That kind of attitude doesn't help, Xander."

Xander just rolled his eyes. "I'm sorry Giles, but…"

WHAM!!!

All three jumped as something very large and very fast slammed itself on the door. Riley was the first to his feet and ran to the door. From the small porthole he could make out several very large demons smashing into the door. Both Giles and Xander joined him as they looked through to the outside.

"Looks like the fighting's moved to another area of the complex," remarked Giles.

"Yeah," said Xander. "So now they can focus on us."

"Are we in any danger?" Giles asked as he unconsciously stepped back from the door as it was slammed again.

Riley shook his head. "No, the door is made out of an alloy of titanium, so we should be fine for the moment. Either way…" He walked away from the door and headed to a locker on the far side of the room. He punched a code on a keypad and the door opened, revealing a small cache of automatic rifles. He handed one to Xander and then one to Giles.

"Um…no thank you," Giles said. "I prefer the more traditional methods of demon hunting." Riley shrugged, grabbed a rifle for himself and turned to Xander, intending to go through the essentials of Rifle 101.

"All right, Xander, the first thing to realize is…" He abruptly stopped as Xander helped himself to a magazine of ammunition, slammed it home into the rifle, pulled back the firing pin, and tested the site.

"Site's a little off but it should be fine for close quarters," he said as he held the rifle at the ready. Riley just gaped at him. Xander, realizing the look he was getting, got a little self-conscious.

"Well…I was…Rambo for Halloween…honest."

Riley just blinked and shook his head. Giles tried hiding a smile as he gestured back to the floor.

"Well, let's get to it, shall we? "

---

Buffy peered around a dark corner. Nothing.

_Where is he?_

Since her first encounter with Adam, she'd been keeping to the shadows, trying to be as invisible as possible. She would strain her hearing, but catch only the sound of quick skittering or the sound of hissing. Through it all, she had the uneasy feeling that she was being watched.

Unbeknownst to her, another individual also kept to the shadows, tracking her. Waiting for the proper moment.

Buffy clung to the side of a very large wooden container as she slid over to the next corner. She reached out with her left arm and grabbed the corner, about to peer over.

The individual, seeing his chance, merely pointed at Buffy with his arm.

THOK! THOK! THOK!

Three very fast, very sharp objects flew out and embedded themselves successively on the arm of Buffy's shirt. With a grunt she looked down and saw what looked like large, spiny needles holding her arm to the wood of the box.

"What the fu…?" Before she could even finish, screams filled the air as she looked desperately around. Two vampires and a Morah demon rushed at her. The two vamps from front and rear, and the Morah from the side. Without thinking, she threw a side thrust kick to the morah, snapped-kicked the vamp in front and back-kicked the rear bloodsucker. With her attackers dazed, she clenched her teeth and ripped the wood holding her arm in place from the box. Both vampires came at her again. With the jagged edge of the wooden panel, she slammed it into the heart of the front one, and, without a backward glance, jammed the other end of the panel into the rear vamp. Both screamed as they burst into dust. She quickly turned defensively for next attack.

None came.

The other demon had disappeared. Except for the sound of her heavy breathing and the blood pounding in her ears, she could neither hear nor see anything else. All her senses were on overdrive with the adrenaline leaking into her system. Finally, when no further attack came, she started to control her breathing. She ripped the wood from her sleeve and let it clatter to the ground. Frowning at the needles on the wood, she slowly realized that neither a vampire nor a morah demon had the ability to shoot weapons like that. Her frown deepened as she also played back the attack and recognized how coordinated it was.

_One to hold me down, the other three to attack…Great, looks like Adam's taken them to school. But why did the third leave?_

She narrowed her eyes at another, final realization.

_I'm being tested. _

A small shiver ran down her spine as she saw looked around and noticed her situation was just like that of a small lab mouse in a maze. Swallowing, she was about to continue walking when she glanced at the hole made by her in the large crate.

Inside, in neatly spaced holders, were rows of tazers. She quickly looked around and reached in to grab one. She looked at it and was relieved to see it had a full charge. She had no idea how many more demons were around, besides Adam, but the weight of the weapon was reassuring.

_Ok Mr. Cyborg,_ she thought. _You want your 'students' to learn from me? No problem_. She hit a switch on the tazer and was rewarded by the sound of the capacitor charging.

_This is one mouse that definitely roars!_

---

Willow woke with a start.

She slowly opened her eyes and quickly closed them again from the glare of the overhead lights. Groggily, she shook her head from all the cobwebs that had gathered there. She could just make out the faint antiseptic smell she'd associate with a clinic or hospital. With a small smile she faintly remembered having had her tonsils removed at a very young age, and being so tired from the operation, her mother spoon-fed her strawberry ice cream. The smile slowly faded when she caught the faint smell of ozone as well as something burning.

Slowly, she opened her eyes and adjusted to the light from above. From her field of view, she could make out an operating theater of sorts, as well as various (what looked to her) medical instruments. She started to move her head to get a better view, but stopped when a twinge of pain reached up from somewhere between her shoulder blades. Breathing itself was slightly painful, though she couldn't exactly understand why. The last thing she remembered was saving Spike from getting skewered by Adam, and then…something.

She could remember the heady rush she felt at feeling his lips on hers. It was over all too quickly when Xander and Buffy showed up. The rest was blurry, as well as a jumble: terrible pain, fear, the smells of leather, blood, and sweat; being carried, endless screaming, cold.

I'm so cold.

Willow closed her eyes and shivered from the lack of heat in the room. On the far side of the room, Spike's head perked up from where he had collapsed. His vampiric hearing immediately picked up on Willow's breathing as well as the slight increase in her already slow heartbeat. Grateful that he had something else to think about besides his own pitiful condition, he got up and quietly walked over to her bedside. Smoothly, he took off his duster and draped it over Willow's shivering body.

"Welcome back, luv," he said softly.

Her eyes immediately snapped open and she gazed up at Spike. A small, painful gasp escaped her lips and her eyes widened as she saw his face. Spike's face appeared to be have been used as a bizarre canvas by a drunken artist, whose sole paint was that of blood. A bloodshot eye, a bloody nose, and streaks of bloody tears all stood out in stark contrast to his pale skin.

Seeing her eyes roaming this way and that all around his face, Spike looked around. Finding clean cotton gauze, he started dabbing at his face.

"You're probably wondering about this," he pointed to his bloodshot eye, "and this." He rubbed his nose. She gave a small nod.

"You know the old saying 'No good deed goes unpunished'?" he asked. A questioning frown was all he got in response, so he proceeded to tell her about his adventure at finding the lab, and how the doctor had told him to pull the knife out, all at the cost of almost getting his brains flambéed.

Her brow furrowed in sympathy for Spike. _He did all that…for me? _

Seeing the question in her eyes, Spike half-attempted to brush it off.

"Hell, Red, anyone would've done it.." Willow's eyes bored into him, and slowly, a single eyebrow raised up, questioningly.

"Ok, ok! Maybe I was just there first!" he relented. _Bloody hell, why is it when I look into her eyes, she can drag the truth out of me!_

Willow's small smile turned to concern again as she looked at his eyes. Not for his eye, but for the tears. In the somewhat short time knowing vampires, she'd never seen one cry. Not even Angel.

As if reading the name of his sire from Willow's head, Spike got all-defensive. "I'm NOT turning into another Bloody Poof!" He started to pace back and forth. Finally he stopped and pointed at Willow.

"You really wanna know why I was bawling my eyes out like a whipped puppy?" Willow nodded. Angrily, he told her about the doctor, what he was, what he did, what he did to HIM, and what his prognosis was. Breathing heavily, he ran his hand through his face and hair.

"So there you have it! I, William the Bloody, the Scourge of Europe for almost 100 years, now has to go to that bitch Slayer and her gang of morons with his hat in his hand and live off their good wishes!" He turned his back angrily and leaned against a wall.

"Now you know why I was this close to going through with Adam's plans."

He leaned there for almost a minute until he heard, in a very gravelly, unused voice, a single word:

"Why?"

Frowning, he leaned over to Willow. "I just told you why!" he said, slightly exasperated. Willow held his gaze evenly.

_That's not the answer to the question I'm looking for_, her eyes said.

Now it was Spikes turn to frown. Willow closed her eyes and sighed. She opened them again, green tired eyes locked with frost blue.

_Why did you save me? Why go through all that for me? Why?_

Seeing the question reflected in eyes that held more wisdom than Willow's years, caught Spike off guard. Willow had a feeling about the answer, but knowing a feeling was worlds apart from hearing the words.

Running his hands through his hair, he cleared his throat and swallowed. "Hell…" he started, then stopped. He closed his eyes and forced himself to look into hers.

"Willow I…_aw bloody hell_…I…couldn't…I didn't want to leave you there."

Willow's eyes misted over a bit. It wasn't quite the answer she looked or hoped for, but it was enough for now. Seeing a small tear go down her cheek, he brushed it softly with the back of his hand. Before he could pull away, Willow turned her head slightly, and gave his hand a very slow, very tender kiss.

From that small, intimate contact, a warm thrill went through Spike's core, and for a brief moment, all the pain, all the sorrow, all the hate seemed lost in that one moment.

Swallowing, he sat down on a stool next to her bedside.

"Sleep now, luv." He said, taking her small, pale hand in his. "No one will bother you, not while I'm watching over you." Willow nodded, slowly closed her eyes, and slept.

(Continued)


	7. Chapter Seven

Chapter 7

With a very content sigh, Spike slid down a wall. He dumped an empty IV Blood Bag on to the floor and proceeded to consume the contents of another. He could feel his strength slowly return, as well as his injuries healing.

_Hell, I do so hate Virgin Bloody Mary's!_

The thought brought a grin to his face as he popped a straw into a baggy and proceeded to slurp away. It took a little doing, but he was able to find the small blood bank in the lab, without disturbing Willow. He looked up from where he sat and noticed that Willow was groaning a bit in her sleep. He came up and gazed down at her. Seemingly caught in a bad dream, Willow's brow was knit. He gently tucked in his duster around her and was about to turn back to his meal when a silky voice through the intercom made him stop short.

"Touching, Spike…very touching."

Spike froze in his tracks and slowly turned towards the direction of the voice. There, from the other side of the Observation Window, leaned the vampire, Tom. His gaze went from Spike to Willow, as his tongue slowly played with the sharpened ends of fangs.

"A pity, Spike," he said. "Looks like you really have gone…oh, what was that phrase of yours for your sire?" Tom chuckled as he saw the desired effect on Spike. Growling, Spike vamped out and walked right up to the window. "Oh yeah! Now I remember! 'Poofy'?" Tom said casually.

"Come in here and say that again, wanker," Spike said in a lethal whisper. With a slight frown, Tom dragged a single clawed finger across the glass separating them, barely making a scratch.

"Hmm," he started. "Transparent steel. I think we'll try this the easy way." Wary, Spike narrowed his eyes at Tom. With a grin, he gestured outside the view of the window. Another vampire emerged, dragging a battered human forward. Though badly beaten, the human looked up at the blonde vampire in recognition. With slow realization, Spike swore under his breath.

Looking at him, through frightened eyes, was the doctor.

---

Buffy leaned on a box, panting. The remains of her latest kill dusting the floor. Three times she had been attacked in the past 15 minutes and each attack successively harder than the last. Aside from several scratches, she was none the worse for wear. How long that would last, she had no idea. What she did know was that she was getting worn down. She shifted the weight of the tazer, it's charge already half gone, and hissed a bit in mild pain, as her side acted up again. Bruised in the initial face-off with Adam, Buffy could feel, even with her heightened healing abilities, that her ribs were seriously bruised. Grimly, she got up and continued walking.

---

With a smirk, Tom stepped back and grabbed the doctor by the throat. He brought him to the keypad in the first hatch leading to the main lab.

"Open it," he whispered in the doctor's ear. Sweating, he glanced up at Spike. Tom tightened his grip and throttled him. "Now!" he hissed. Resignedly, the scientist brought forward his hand and started inputting the code. The first hatch started to open. Eyes widening, Spike leapt and smashed the keypad with the back of his fist. Sparks rose as the pad fused, effectively trapping anyone on the inside, as well as keeping anyone out. Tom glanced from the sparking keypad to Spike.

"Aw, now why'd you have to go and do that Spike?" Tom said, as he flicked his wrist and snapped the doctor's neck, his body slumping to the floor. "Guess we'll have to do this the hard way." He sighed.

"You and what bloody army?" mocked Spike. Tom looked at him and merely snapped his fingers. From the side, a half-dozen vampires, as well as two very large, very strong Fyarl demons came forth. Tom looked from the other demons to Spike.

"This one," he said. Gesturing to the door, Tom spoke to the Fyarl demons. Knowing the language, Spike could tell what he said to them. Even a dimwit as a Fyarl could understand those orders:

"_Break it_."

Hissing, both demons lumbered to the hatch and started to pound away at the door. From the transparent steel window, Tom smiled, his fangs showing.

Bang!! A dimple appeared on the door. Bang! Another one. Bang! One more.

_Shit,_ thought Spike.

---

Hidden deep within the shadows, Adam observed the Slayer as she fought off each successive attack from his minions. Finally, satisfied that he had all the data that would ever be needed, he concluded that the experiment had run its course. He then spoke a single word into the darkness:

"Now."

Senses on overdrive, Buffy slowly walked to an area relatively free of containers. Eyes darting here and there, she kept to the sides as she entered the area, the pounding of her heart the only sound audible in her ears. Stopping, her eyes narrowed as the hairs on the back of her neck stood on end.

Nothing moved. Her breath stuck in her throat.

"Clang!"

Without thinking, she threw herself into a roll, finished into a half-crouch, and had the tazer pointing in the general area of the sound.

Fsst!!

Something super fast and very sharp shot out from behind and jammed itself into Buffy's calf. With a startled scream, she pitched forward, the tazer skittering across the floor. Writhing in agony, Buffy looked over and caught site of a serrated spike sticking out of her leg. Dimly, she realized it was the same kind of spike that had trapped her in her first fight with Adam's demons. She started to sit upright, but was suddenly caught in a flash of nausea. Eyesight already dim with pain, she started getting tunnel vision.

_Poison!_

With seconds to spare, Buffy gritted her teeth and grabbed the spike with her hand. Fighting the gag reflex from feeling her blood spurt from the wound, she bit down and with a quick jerk, pulled the spike out. The salty taste of blood came to her mouth as she bit her tongue while screaming in pain. Letting the poisoned spike slip from her hand, her sight immediately began to clear. Seeing the tazer several feet away, she crawled towards it.

As a bloody hand reached for it, a massive foot came down and smashed it in a small shower of sparks. Buffy pulled her hand back and snapped her neck up to stare into the malevolent eyes of a Fyarl demon. Before she could do anything, a vicious backhand sent her sliding across the floor. Still dazed from the loss of blood and poison, she staggered to her feet, trying to meet the new threat. The demon was almost upon her as she cocked her fist back to throw a punch. Before she could even throw it, something thin and leathery wrapped itself around her arm. Looking back, she saw what looked like a tentacle from the shadows had wrapped around her arm and held her there. She started to pull, but was rewarded with another tentacle wrapping around her throat. Gasping, Buffy was picked up bodily off the floor and whipped across the room to slam unto the wall, crumpling to a heap. Slowly getting on all fours, she could see peripherally many more demons appear, hooting and hollering at the fallen Slayer.

_Get up, dammit, get up!! _

Painfully, she tried to stand, but was rewarded with a vicious kick to her side by a demon, breaking several of her ribs.

Buffy screamed.

The scream reached above the sounds of taunting demons and echoed through the chamber.

---

Willow's eyes snapped open. "Buffy!" she said hoarsely. Even above the banging, Spike heard Willow awaken and ran to her side. Her ashen face looked at Spikes, terror etched all around.

"Red, what's wrong??" he asked worriedly as he grasped her hand. Willow started breathing hard.

"Bu-Buffy...she's...danger!" she gasped out. Confused, Spike shook his head. He jerked up, as the banging got louder. Oblivious to the pounding on the door, Willow gazed past Spike to the ceiling.

"The…spell…can't do it…themselves…need help!" she said feverishly. Her eyes started fluttering as her mouth moved but no words came out. Even with his vampiric hearing, Spike had to lean his ear close to her mouth to hear. Concentrating, he slowly made out the words, the words of magic.

"No!" Spike screamed, as he pulled away. "Willow, you're too weak!!" Her eyes stopped fluttering and at same time the alarm on the heart rate monitor went off. Looking up he saw the flat line of Willow's heart rate.

"Oh, nonononono!" Spike moaned, not knowing what to do. Behind him, the door bent a little more.

"BANG!!"

(Continued)


	8. Chapter Eight

Chapter 8

Like a will-o-the-wisp she flew, through darkened corridors and abandoned passageways. The physical realm, hazy to her, stopped her progress not in the least. When she could not go around, she went through. Although the ongoing battle was indiscernible to her, she could see the effects. Here and there, like fireflies in the night, flashes of souls signified the deaths of people. Led by the auras most familiar to her, she plunged on, never noticed by a single being.

---

Xander, Riley, and Giles all sat in a circle, no one saying a word. Several times they had tried the spell, and each time they failed. Xander just sat dejectedly, trying not to glare in Riley's direction. Giles just sat there, the picture of defeat. Riley, slumped forward with face in his hands, with just had a single thought in his mind:

_Buffy, I'm so sorry. _

---

She paused at an area. Up ahead, she could make out the distinct auras of those she knew. Knowing she was out of time, she flew out towards the nearest one.

---

With a gasp, Riley's head snapped back, and immediately snapped back forward. Frowning, Xander leaned forward.

"Uh, Riley?" he said. Riley's eyes snapped open and Xander jumped back in surprise. Incandescent red energy glowed and flowed between his eyes. Immediately, both his hands shot out and grabbed the hands of the thunderstruck Xander and Giles. He then began to speak the words to the spell, from the beginning and with clear authority, in two distinct voices: One male, one female.

The other voice was clearly Willow's.

"Oh...my…god!!!" Xander gasped.

"Good Lord!!" Giles yelled.

The air began to crackle around them again as energy built up with every word coming from Riley/Willow.

---

Pain.

Buffy's first conscious feeling was that there wasn't a single part of her body that didn't scream in agony. Curled in a fetal position, she gasped for breath as tried to hold on to consciousness. Her ears were deafened from taunts and jeers of the demons surrounding her. She was dimly surprised that not a single demon, let alone the whole horde, had come forth to finish her off. Painfully she got on her hands and knees, and noticed that the group had given her a wide berth.

Looking up, she realized why. Gazing down at her, triumphantly, was Adam.

"And so it ends, Slayer."

---

The air began to reach a crescendo as the magic swirled around the three men. Giles' eyes widened as he realized Riley/Willow was coming toward the end of the spell.

"Xander!!" he yelled above the din, his outstretched hand beckoning. Xander clasped it not a moment too soon, as the last words were spoken. Immediately, the crimson energy surrounding Riley flew away and through a wall. Momentarily disorientated, he, as well as the others, was quickly overtaken by the joining spell.

---

The die was cast.

The spell complete.

The four became one.

---

Head bowed forward and covered in tangled hair, Buffy's form shuddered. The other demons, taking it for the Slayer showing weakness, taunted even louder. Adam, glancing to his elite, circled around the Slayer, as a shark preparing to finish off a kill.

"All your weapons…all your magic…all your friends." He came right up to Buffy and gestured. With a flick of the wrist, his spike came out. He brought his arm back, ready for the kill. "Take them all away, and what do you have left?" His arm lanced forward, aiming for Buffy's head.

Two hands instantly shot up closed on the spike, holding it in place.

"Myself."

Adam's eyes widened at hearing four voices coming from the supposed defeated slayer. Her head came up and through the entangled mess of hair two pairs of glowing golden eyes gazed up at Adam. Instantaneously, she slid forward and palm-struck Adam's solar plexus, slamming him to a wall. Before he finished sliding down the wall, his elite surged forward towards the Slayer.

---

WHAM!!

Spike took no notice of the bulging door behind him. He gazed at Willow's still form on the table. The loud whine of the heart rate monitor the only other sound. Numbly, he started forward to shut it off. As his fingers grabbed the switch, he jumped as the monitor started beeping. He looked down and relief flooded him as he saw Willow take a breath.

"Red?" he asked as he turned off the monitor and took her hand. Absently, he noted how weak the pulse was. Her eyes slowly opened and looked up at him. A small, ghost of a smile graced her face.

"Hey…" she said weakly. He swallowed at how pale she was, but kept it to himself.

He just smiled. "Hey." Spike cocked his head at her. "Buffy?"

Willow just nodded. "Fine…told you…could do…the spell."

Spike just shook his head. "Luv, you EVER do that again…"

WHAM!!

He glanced at the door. The first hinge was about to give way.

"I gotta get you outta here, Red," Spike said as he started to look for a way out. The small smile faded from Willow's face as she slowly shook her head.

"No…"

Spike just shook his head. "Willow…?" This time, a sad smile was what he got.

"Took…too long…too much..of me."

WHAM!!! The first hinge went.

"Willow, I am not leaving you," Spike said tonelessly.

"Go…" she pleaded. Spike just shook his head.

With a sigh, she shook her head. "Why?" she whispered. He looked into her slowly clouding eyes, his own fear reflected there. He struggled at the words that he so desperately wanted to say, wishing to a God he could never worship, that he could've said them earlier.

"Because…I…need you…I…" Willow looked deep into his concerned blue eyes, saw the struggle, and frowned a little.

"Spike…what?"

BANG!!

Spike grabbed a hand, swallowed, and closed his eyes.

"I...love you, Willow." He opened his eyes and looked at her. Tears slowly ran down her cheeks as she silently cried at the news.

BANG!

Slowly, a hand came up and cupped Spike's cheek pulling him closer to her. Oblivious to the incessant pounding, the witch and vampire shared a soft, lingering kiss. Eyes closed, he pulled back at the same time that Willow pulled back with a sigh. He opened his eyes to see Willow close her eyes.

It took him a second to realize she had stopped breathing.

"Luv?" he whispered. Looking at her peaceful face, he blinked several times with the realization that he was alone. Swallowing, he hugged Willow tightly and choked back a sob. A single bloody tear ran down his cheek as he cupped Willow's face.

"It's ok now, luv, you're home now," he choked out as he rocked her back and forth.

The door was slammed again, and Spike, glaring at it, noted he had only a few more seconds left. Gently, he laid Willow back on the table and folded her hands together. He draped his duster over her. Standing and looking at the bending door, he laid his hand over her covered face.

"Sleep now, Willow," he vowed. "For not even Hell itself will bother you."

The door exploded inward, and with a scream, and in full game face, he threw himself at the incoming horde.

(Continued)

"


	9. Chapter Nine

Chapter 9

"Fascinating."

From a distance Adam could see the Slayer wade through his elite. Every attack was met with a fierce counterattack. He had calculated all the possible eventualities, but not this sudden transformation of the Slayer. As much as he did not want to admit it, failure of his plans could very well be a possibility. Still, there was time to come up with contingency plans while the girl went through all his fodder. A touch near his wrist revealed a small panel that allowed him access directly to the main computer of the complex. He'd been able to hack into the main systems in the beginning to turn off the main power, but for what he was planning now demanded that he break through several highly encrypted security codes. He glanced up, and calculated that several minutes would be all that he'd need.

---

Buffy ducked as a snarling vampire tried to pound her face with a roundhouse punch. Her fist came up and smashed into his jaw, stunning him. She quickly jumped up, grabbed him in a headlock, and with the barest of flicks, snapped its neck. Before the dust settled, a Morah demon jumped from high up, it's sword flashing. Pivoting at the last minute, she positioned herself right next to the demon as its sword clanged on the floor. Surprised, the demon just looked at the Slayer. Grinning, she reached out, grabbed its head, and smashed hers into the jewel set into its forehead. Crimson energy lanced out of the cracked jewel and enveloped the screaming demon as it began to disintegrate. Dying, it let go of its sword, which, before dropping to the ground, was picked up by Buffy, who slashed off the head off another demon. Two tentacles flew out from behind some boxes and wrapped themselves around the Slayer's neck, pulling her back. Without a backward glance, she placed two fingers on one tentacle and muttered a single word. A trail of blazing fire raced along the appendage towards the boxes. With a hissing scream, both tentacles dropped and began to pull back. From behind the boxes the screaming suddenly stopped as the whole side burst into flames and exploded.

"Crush now!"

Two Fyarl demons bore down on the Slayer. She stood there till the last moment, when she flipped over them, their momentum causing them to crash into some containers. As she stood some distance away, waiting, her eyes widened suddenly and she dropped to the floor as something swished by her head.

Thunk!

Standing up quickly she noticed a familiar spike embedded in a container. Snapping her head, she finally caught site of the demon responsible. Basically humanoid, this demon was covered from head to toe with spines. He pointed at the Slayer; a spike quivered on his arm and flew out towards Buffy. With a flick of her wrist, she deflected it with her sword. Two more flew out, and again she was able to parry them away. Out of the corner of her eye, she noticed the Fyarl demons picking themselves up and started looking for her. She dropped her sword and spread her arms out, a willing target.

"Try again! Try harder!" she taunted at Spiny. With a growl, he brought both arms up, pointed at the Slayer. 6 spikes quivered and flew out, aimed right at her heart. Her hand came out and all six suddenly stopped, a mere foot away from her.

The Fyarl, finally seeing the slayer, began to charge towards her.

Buffy waved her hand and all 6 spikes transformed to silver. As she glanced at the incoming demons, two spikes suddenly turned, streaked out, and stuck fast into the hearts of each beast. Both stopped, looked stupidly at the silver projectile lodged in their hearts, and fell upon each other.

She glanced back at Spiny, who stood there gaping at her. It snapped out of it and began to bring up its arms again.

"Uh-huh!" she said "My turn!" The last four flew out and slammed into the creature's chest, causing it to crumple to the ground. She walked away and grabbed her sword. On the far corner of the room she noticed Adam, alone, and doing something with his arm. She walked towards him.

---

Spike was exhausted.

He had taken out all the demons under Tom, but at the cost of almost his own life. Claw and bite marks peppered his torso as blood seeped out. Dizzy from the loss, he was barely able to hang on as Tom grabbed him and threw him against a wall. He fell with a thud and lay there. Tom walked up and was about to grab him again, when Spikes leg snapped out and connected with his groin. While he keeled over, Spike noticed the rifle the doctor had. Hauling himself, he grabbed it and pointed it at Tom. Growling, Tom turned and stalked towards him, then stopped. Smirking, Spike pulled the trigger.

Click! The magazine fell out and clattered on the floor.

Empty.

"Fuck!!" muttered Spike as he damned the doctor for his not being prepared. With a laugh, Tom punched Spike clear across the room. He smashed into the edge of Willow's bed with a grunt. Crumpling to a heap, he grabbed the side and pulled himself up. Blacking out for a second, he lost his footing and slipped back to the ground, jostling the bed. As he lay there, a pale arm fell from under his duster and came right across his face. He stopped suddenly at what he saw in the hand.

A stake.

As he gazed at it, he heard a small voice in his head, just above a whisper.

"_You wanna live forever?"_

Emboldened, he grabbed at the stake and brought it up, just as Tom leapt up and fell on top of him. Tom, eyes widening in surprised anger, looked from his chest to Spike.

"Go to hell, Spike," he spat.

"You first," said Spike as Tom exploded around him in a cloud of dust. Spike heaved a sigh as darkness claimed him.

---

Adam, glancing up, realized that time was up.

_It will have to do_ he thought, as he touched a single contact and closed the port. The other hand transformed into the minigun/grenade launcher. He aimed it at the Slayer and let loose with a flurry of bullets. Buffy held up her hand again and the bullets simply evaporated several feet in front of her. With another wave of her hand, the arm transformed back. Flying across the distance between them in less than a second, she slashed down at Adam with the sword. Adam glanced in disbelief as his arm slowly detached and fell to the ground.

"How…is this possible?" he asked, incredulously.

Buffy dropped the sword and grabbed Adam by the throat pushing him to a wall. In four voices she spoke:

"You do not understand our power. You will never understand." She drew back her free arm and plunged it into Adam's chest. Grunting, all he could do was stand there as she shoved her arm farther into his chest. Find what she was looking for, she yanked out. A small green, glowing vessel sat in her hand. Surprised, Adam slumped to the ground. Buffy chanted some words as the uranium core slowly began to float away. Surrounded by mystical energy, it imploded in on itself in a burst of light. Buffy glanced at the dying cyborg, which began to twitch here and there.

"It's over," she said. Adam just looked up at her.

"You…think it is…over, but it is…not." He said as his eyes began to twitch. "Today…no one…wins." He glanced once more at his arm, it's readout flashing. With his last strength, he chuckled, and before his eyes dimmed forever, said:

"Helter…Skelter."

The Slayer cocked her head at the corpse, as the golden glow faded from her eyes. Disoriented, Buffy grabbed her forehead and steadied herself. The merging had been dizzying since she could feel the life force as well as the thoughts of the rest. It took her a moment to sort through the thoughts of Giles, Xander, and Riley.

_Good 'ole Giles, always coming through in the clutch!_

She began massaging her temples then frowned as a particular set of memories, from two perspectives, came to the forefront: An enraged Spike, a kiss, a dying Willow. Buffy gasped.

"Willow!!" she screamed, as she broke into a run.

(Continued)


	10. Chapter Ten

Chapter 10

Giles, Xander, and Riley all sat around in the circle, trying to get back their bearings as the remnants of the Enjoining spell wore off.

"Giles," Xander started. "That spell most definitely rated an 11 out 10 on the 'wow-meter'! "

"Yes," murmured Giles as he rubbed the back of his neck. "It definitely has its merits. Saving the world being one of them."

"And I pray to God we never have to do that ever again," muttered Xander.

Giles chuckled. "Well, you can rest assured that the next time another Apocalypse comes around, I will most assuredly find another solution that's not as…disorienting."

"Tell me about it!" said Riley. "My mind is so foggy with everything I saw! Everything is still a jumble. I can't tell what's mine and what's not. I mean…I felt all of you. It was so weird sensing all your thoughts."

Xander gulped. "Uh…all of them?" he said meekly.

Riley looked over at him and winked. "Don't worry, I also have a lot of testosterone flowing in my veins. Though," he frowned a bit, remembering, "probably not as much as you."

Giles' brow began to furrow as he sifted through all the images and memory. "Still, we shouldn't have been able to perform the spell as well as we did." He glanced at Riley. "It's almost as if we had - " His eyes widened as he suddenly remembered.

"Help!" exclaimed Xander, shaking his head. "Oh God, Willow!"

"Spike!" Giles said.

"Buffy!" yelled Riley as he jumped up and ran to a console.

"She was in some kind of warehouse, I think," offered Xander.

Riley nodded. "I know, I remember now, she's in the sub-levels, in or near the underground storage facility." He donned a headset and started punching up consoles, each showing a different area of the facility. "Start looking, she couldn't have gotten far." Three pairs of eyes scanned through the different screens. Finally, Giles pointed to one screen.

"There! There she is!" Riley punched up a larger view and keyed in PA system. "Buffy! Buffy, can you hear me?" On the screen, the running Slayer stopped suddenly, and looked around.

---

"Riley?!" she yelled. She glanced here and there at the booming voice coming from the PA system.

"Buffy," Riley said, "If you can look to your left, you'll see a comm station. Go to it and hit the red button." She ran over, hit the switch, and was rewarded with all three relieved men looking her.

"Are you all right?" Giles asked.

She nodded. "I'm fine…Willow - " she said with a hint of desperation. "She and Spike are in some kind of medical area."

"Med Lab," Riley said, nodding. "Has to be. You're about two levels down from them." He quickly outlined her best route to get to them. "Get going, we'll catch up with you there." He brought up a schematic of the area. "When you get there, wait for us. There should be a service elevator several yards away from you."

"Got it." She turned to leave.

"Buff, wait!" said Xander.

"What?"

Xander leaned closer to the image. "Adam?" he asked.

Buffy smiled, knowing Xander would appreciate this. "Terminated."

"You did it Buffy," Giles said, with a hint of pride.

"_We_ did it, all of us, including Willow," she said softly. She then frowned as she suddenly remembered something. "Except…the way he died."

"What?" asked Riley.

"Adam. Before he croaked, he said something about 'no one winning', or something like that."

Now it was Riley's turn to frown. "What was he doing before?"

"Something…he was typing something on his arm," she said as she glanced over to the now-dead cyborg.

"Can you see what it is?" asked Xander.

"Hold on." Buffy looked around the comm station until she found a headset. She put it on and started to run over to the corpse. Still wary, she looked over at the severed arm and noticed a small LCD display. Turning the arm over, she saw the following:

15:00…14:59…14:58…14:57.

Buffy's eyes widened. "Riley! It's some kind of countdown!"

"What?!"

"It's counting down from 15 minutes!"

"Hang on!" Riley leapt to another console and punched up a readout on a screen. A diagram came up on screen. On it, the telltale countdown showed.

"Aww, shit!" moaned Riley.

"What?!" Giles and Xander said at once. Riley leaned forward and placed his hand to his forehead.

"Adam's activated the self-destruct sequence."

---

Silence ensued for about 5 seconds. Then all hell broke loose.

"A bomb?!"

"With no warning?!"

"Can you shut it off?!" yelled Buffy through the radio.

Riley tried hitting several codes, but the countdown stubbornly kept going. "No! Adam's still got most of the key systems locked down, including Manual Override!"

Xander started sputtering. "What kind of bomb? A nuke? Are you guys nuts?! You'll take out all of campus, not to mention a decent slice of California!"

Riley glared up at him, annoyed. "No, dammit! Not a nuke!" He typed in a command and a large, rotating, 3d model of the entire complex came up on the main screen. Sprinkled here and there, were small glowing red dots, each with a small indicator showing the time remaining.

"When originally built, the entire structure was intentionally weakened in key areas as you can see." He pointed to some of the glowing dots. "On the off-chance of a monumental foul-up like this, explosive bolts were added to these areas. When set off, the entire structure collapses in on itself, destroying everything."

"What about aboveground? Won't the surrounding area cave in with everything else?" asked Xander.

Riley shook his head. "No, everything just below is structurally reinforced."

"What happens then?" Giles asked, horrified.

Riley chuckled humorlessly. "Then Uncle Sam comes in and pours enough concrete to seal everything up. Simple. Buffy did you hear?"

"Yes," she answered. "We're going to cut it close. Head down here, ASAP. I'll get Willow and Spike and meet you at the service elevator." Riley looked uncomfortable for a second before he spoke.

"Buffy, Willow's…" he looked down and then looked right into her eyes, shaking his head. "You saw what I saw, she may not…" Buffy cut him off.

"I don't care! I have to see for myself." All three men could see the resolve face that the Slayer had on. All could also see, though none were going to admit, the crack that was visible underneath.

Riley sighed. "Ok, let me give you those directions again." As he relayed the directions, Giles frowned and slowly glanced over at the main hatch. Still sporting dimples here and there from repeated poundings, it now stood silent. Xander, noticing the Watcher, walked over and also looked at the door.

"Giles? What's wrong?"

"The door," he said, nodding to it. "It hasn't been pounded on for a while."

"Well, Giles, that's because…"

CREAK!

Both Giles and Xander looked at each other and slowly looked up at the ceiling.

"Oh…shit," whispered Xander.

The entire ceiling collapsed above their heads as dark, hissing shapes landed all around them.

---

From her station, Buffy's heart leapt when she saw something dark land on Riley and pull him away.

"Riley?! Riley!!" she screamed. She stood there helpless as all she see from the screen, was nothing but darkness. The audio pickup, though, gave a running commentary:

"Giles, look out!!"

"Where are you!?!"

"Behind you!!"

"Xander get down!!"

Buffy bit her lip as the staccato of automatic rifle fire filled the speaker. She came close to running off to find them when Riley filled the screen again. A vicious gash could be seen running down his face.

"Buffy, you've got 12 minutes! GO!!" Something off screen pulled him away, and at the last second the screen went to noise.

With a strangled cry, she ran off.

---

With a grunt, Giles jammed a stake into a rushing vampire. Even before the dust settled a snarling werewolf, whose drooling jaws snapped at his neck, tackled him. At the last second he jammed the stake inside the mouth and tried to force it back. With it's claws freed, it started to rake across Giles' chest. Gritting his teeth, Giles started to get dizzy from the pain. Just as the jaws started to bite down, Xander came up, slapped the demon away with the butt of his rifle, and sent a short burst into its chest. Still shooting from the hip he grabbed Giles and pulled him up.

"You all right?" he screamed. Giles nodded mutely, trying to stop the bleeding from the gashes to his chest. To his right, he could see Riley laying down fire as he ran up to them.

"This way! C'mon!" He grabbed one of Giles' arms and helped Xander carry him to a corner of the room. Both fired intermittently as they came up to a small side office. Riley punched in a code and the door swung open. As they started to drag Giles in, Xander looked over and noticed the still open munitions closet. From behind he could make out the demons getting closer.

"Hold on!" he shouted, as he ran to the closet. He quickly looked around and found what he was looking for: a bandolier of grenades. With a grim smile he ran back and helped Riley with Giles. Once in, Xander closed the door halfway, and then took out the grenades. Seeing them, Riley's eyes widened.

"What the hell are you going to do with those?!" Riley demanded.

Xander just winked at him as he pulled a pin to one of the grenades. "Fire in the hole!!" he yelled, as he threw the whole lot out the door and slammed it shut. Just as he did so, the assorted demons started to pound on it. On the second pound, a massive explosion ripped through the entire section, taking the door almost off its hinges, and throwing Xander down to the floor.

As the dust settle Xander and Riley got up. "That'll hold them off for a little while," said Riley. Xander nodded and looked to Giles.

"Can you walk?" he asked.

"No…" Giles said through clenched teeth.

"Can you crawl?" asked Riley.

"I can bloody well do that," he said. "Why?" Riley came up to a grille and pulled it off. He took out a flashlight and lit up an airshaft.

"These ducts should lead us right near the medical area. It'll be faster even." His head came up as he started to make out growls and hissed from the other side of the blown door.

"Follow me." He said as he threw himself into the shaft. Giles went next. Xander looked from the door to the duct entrance, shaking his head.

"Lay on, McNewt," he muttered, as he threw himself into the darkness.

---

Buffy swore as she came to a dead end. Hysterically, she started to look around for a landmark to get her bearings. The directions Riley gave were correct, but with the power off in whole sections, as well as debris everywhere, it made finding her way hard. It didn't help that she had to waste precious minutes fighting off demons that got in her way. She stopped suddenly as a small readout caught her attention:

'**Attention! Self-destruct in 6 minutes!'**

She finally caught sight if a sign that pointed to the medical area being two more levels up.

She ran.

---

After many twists and turns, the three men came to an intersection and paused in the darkness. Riley lit his flashlight on all directions.

"Which way?" asked Xander.

"This way, we're almost there." Riley said as he gestured with his flashlight.

---

Buffy grimly noted that she was close to the medlab. As she got closer, the devastation was getting worse. She turned a corner that led to the main entrance and was about to enter when a small moaning sound made her stop. The sound seemed to come from the ceiling. Her eyes widened and she threw herself to the ground as the entire ceiling collapsed, sealing off the main entrance. Coughing, she got up and looked around. She noticed a large observation window that led to an area she couldn't quite make out. As she got closer, she noticed the body of what looked like a doctor or scientist slumped to the ground. Even without her heightened senses, she could tell he was dead just from the odd angle his head was at.

Stepping up to the window, she gazed into it, and gasped.

What once looked like an operating theater, now looked like a slice of hell. Equipment smashed. Bodies of various demons were ripped apart and strewn everywhere. What lighting there was, sparked and cracked here and there. Her gaze continued to follow the devastation until she came to a corner of the room that seemed a little removed from the wreckage. In that corner, she could make out a table that seemed to have a body covered with something. She sucked in her breath as she made out that the covering was.

Spike's duster.

Buffy's fists clenched in fear at who had to be underneath.

No 

Looking down at the floor, she noticed a figure huddled near the table where Willow lay. A hand lay on the duster, clutching the dead hand of Willow's. A glimpse of frosted blonde hair was enough for her to recognize who it was. She looked around and found an intercom switch.

"Spike?" she called out in a strained voice.

Very slowly, the vampire got up, and turned to face her. Buffy bit her lip as she saw that most of his upper body was crisscrossed with vicious gashes. One eye was swollen shut as he stumbled toward her. He leaned on the observation window and with his one good eye, looked up at the Slayer. He stood there for seconds before he spoke up.

"I tried, Summers…tried so hard to save her…but I was too late," he whispered hoarsely. "She had to help you all." He closed his eyes briefly from he exhaustion. "Did…did you get the bastard?" he asked as he opened his eyes.

Buffy, tears running unabashedly, nodded. "Spike," she said, "we have to get you out."

Spike just shook his head. "That was the only way, and I don't have much time." He said as he nodded weakly at the closed off area. "Besides, even if I could," he glanced back at Willow, "I'm not leaving her."

"Why?" Buffy asked. Spike turned back and looked her straight in the eye.

"Because I loved her."

---

A ventilation shaft grille exploded outward and Riley, Giles, and Xander crawled out. Carrying Giles, they walked up to the freight elevator and hit the button. A low whine echoed from the closed doors as the elevator started to descend the many levels

"This'll take us straight up to the surface," said Riley.

"How…much time?" asked Giles, trying to stay conscious. Riley looked at his watch.

"We're down to a minute! I'm going to get Buffy. If the bombs start going off, you have to be already on your way."

"But - " started Xander.

"Do it!" Riley yelled from behind his shoulder as he took off.

---

"Out of the whole bloody lot of you," Spike said. "She was the only one who even showed some kindness." He still gazed at Willow's body before looking back. "Not that I was looking, but she tried. I guess somewhere along the way…" his voice trailed off.

Buffy started to say something when her eye caught something through a gaping hole in the ceiling. He jaw dropped as she could make out a small readout from an explosive bolt right above their heads.

'**Attention! Self-destruct in 20 seconds!'**

Spike, following her gaze, looked up and then looked back down. Swallowing, he closed his eyes.

"Get out of here, Summers, you don't have much time either."

With a crazed look in her eye, she started to shake her head. A hand grabbed her shoulder from behind. She whirled and faced a desperate Riley.

**15 seconds.**

"Buffy, we have to go now!" he yelled.

She glanced back at Spike, who placed a single, bloody palm to the glass. Buffy matched it with her own and.

He chuckled weakly. "So long, Slayer. It would've been nice killing you." With that he turned back, and knelt in front of Willow's body.

Riley looked from Spike to Buffy and started to pull her away.

"Buffy…NOW!!" he screamed. With a sob, Buffy ran with Riley.

**3..2…**

As they rounded the corner, a thunderous explosion from behind picked both up and threw them to the nearest wall like rag dolls. A shrill screeching coupled with the moaning of steel echoed throughout the whole complex, as structures, unable to withstand the loads forced on them, began to squeal and bend.

Buffy, the first to recover, grabbed Riley and dragged him away just as debris and girders began to fall all round them. She stopped, trying to find the elevator. She started to pick a direction, when she heard Xander behind her.

"Buffy!" he ran towards them and helping Riley, dragged him towards the elevator. The ground beneath them started to rumble as walls and structures started to collapse all around them.

"I told you to leave!!" screamed Riley as he got his footing. Xander just smiled.

"I'm a civilian, remember? You can't order me!"

They reached the elevator and literally threw themselves in just as more debris started falling around them. Riley punched the button and all slid to the ground as the doors closed behind them. All were breathing heavy as they began to move up. Xander started to speak, stopped, then looked around.

"Wait! Buff…where's Willow…Spike?"

Buffy just sat there for a few moments. Then, her lip trembling, she rapidly started blinking. The whole ordeal and loss all came to her, as she started to cry. She placed her face in her hands as she sobbed loudly. A hand gently grabbed her shoulder. Knowing it was Giles; she moved over and buried her face in his shoulder, nearly hysterical in her grief. Xander, for his part, shook his head as the tears started as well. He came over hugged the grieving slayer and watcher. Riley sat there for a second, until he slowly came over and joined the group.

They all sat there, clutching each other, surrounded by destruction, as the elevator moved inexorably upwards.

(Continued)


	11. Chapter Eleven

Chapter 11

The factory still stood where it was, even if a shell of it's former self. Long since abandoned by both humans and demons alike, it now stood as a mute testimonial to the rampages of Angelus.

A small office of the burned out building, set aside from the main area, had withstood the fire. From inside, a small whine could be heard as a section of the floor peeled away to allow an elevator to emerge. With a clang, it stopped and opened it's doors, allowing several ragged individuals, led by Buffy, out.

They stood there, for several moments, realizing where they had emerged.

"We always seem to come back to the places we love," Xander said, shaking his head.

"We knew this place would be abandoned, which is why it was picked as a main staging area for the final sealing of the complex," Riley explained. "In fact," he checked his watch, and off in the distance the rumble of several trucks could be heard. "Right on time."

"What happens now?" asked Giles.

"Now, we seal everything up and I get thoroughly debriefed. I'll be ordered by strict oath not to reveal anything about the Initiative or what it did."

"And us?" asked Xander.

Riley sighed. "As civilians, you really have no protection against the government. But something tells me they won't try something without fear of you spilling your guts to the press. A government sponsored program to capture and study demons from a Hellmouth isn't going to look good as a headline in the papers."

"A standoff then?" Giles said.

Riley nodded. "Basically. As long as we keep this to ourselves, we should be fine." Several headlights could now be seen through the windows. "I should go meet them."

Buffy, who had remained silent and stood apart from the main group, just stood there and stared off in the distance with her red-rimmed eyes. Riley was about to say something when he caught a look from Giles. He just nodded and headed out.

"Buffy," asked Xander as he slowly walked up to her. "What happens now?"

She just stood there for a few moments before looking up at him.

"I don't know," she said in a hollow voice. "I just don't know."

---

The eight people sat around the table listening to the debriefing dispassionately. Finally, the head of the group spoke up.

"So, it is the decision of this council that any and all records of the Initiative should be expunged. All personnel will be debriefed and reassigned, and the remains of the complex will be filled with cement." All around the table nodded.

"What about this…Slayer?" one member said as he looked at a report.

"From the reports that we received from Dr. Walsh, she's proven to be very intelligent and resourceful. I think it's safe to assume that she realizes that if she, and her friends, keeps silent about this whole affair, we'll keep our distance. Our briefing with Lt. Finn should have made that very clear. If not…" he let the sentence hang in the air, as he looked at each of the members, the intent understood. Again, all nodded.

One member spoke up. "As a precaution, we should keep them under surveillance, for the time being."

"Agreed. Any other points?" he said as he made a move to end the meeting.

"Sir?" one junior member spoke up. "I have one thing that needs mentioning. Two, actually."

The senior sat back down and gestured, "Proceed."

"Thank you." She said as she motioned to a large flat screen in front of them, showing figures and footage from the Initiative battle. "Just prior to the destruction of the entire complex, we were able to pick up a high-speed, burst transmission on the order of several terabytes." She hit a button and the screen changed to one of the underground facility. It showed Buffy's point of view as she looked at the screen showing Giles, Riley and Xander.

"This is telemetry data we were able to retrieve from the video headset the Slayer was using after terminating the ADAM prototype." The footage showed Buffy walking up to Adam's severed arm, looking at the countdown, and then running off.

The scene rewound back to the arm and froze. "Understandably, Ms. Summers couldn't have seen this due to the fact that she just found out about the countdown." She hit another button and the display on the arm expanded and enhanced. She then looked at the rest of the members, several of whom started to look uncomfortable. The senior member just looked thoughtful.

On the arm, just above the timer, the words "UPLOAD COMPLETE" could clearly be seen.

The senior member cleared his throat before speaking, "And your second item?"

The junior member brought up a scene that showed a camera just above the hallway leading to the medlab, looking down on Buffy and Spike as they spoke between the observation window.

"Our techs nearly missed this completely if one of them hadn't slowed this down by mistake." She hit the play button, and on the screen could be seen Riley pulling Buffy away from Spike, who then walked off camera. Seconds later the whole area exploded and the screen went to noise.

"I didn't see anything," one member said.

"Apologies sir. Watch it again at 1/10th speed, and pay particular attention to what happens just after the HST walks away." She hit play again, and slowed it down to where it showed Spike walking off screen, and all that could be seen was the window. Just prior to the explosion, a burst of pure, incandescent light erupted through the window. The explosion followed it immediately after.

"Part of the explosion?" one member ventured. The woman shook her head.

"No, not before. We ran the light through analysis and concluded that although we can't tell what it was, it definitely wasn't part of the explosive bolt."

All the members looked at each other before looking at the senior, who sat there drumming his fingers.

"The transmission, the upload, this." He gestured at the image. "What does it all mean?"

The junior member now looked uncomfortable. "Honestly sir, we don't know."

---

Buffy walked up to the freshly made graves and laid a rose on each tombstone. She stepped back and sat down between them, and smiled sadly as she read each inscription.

_Willow Rosenberg – Friend / Your Fire Went Out Too Soon From This World_.

_William Longstreet – Lover_

Although no bodies could be buried, Buffy had insisted that some memorial be setup. She shook her head at remembering the others reactions when she suggested one for Spike as well.

_Buffy, are you nuts? He's tried to kill you in the past!_

_Hello? Buffy? Spike equals demon equals going to hell equals not going to look good to local clergy._

_It shouldn't matter to the local clergy since the last time I checked, Willow's faith doesn't even believe in a Hell._

Buffy… 

And so on. The argument was finally over when she told them all of Spike's professed love for Willow. For all that Spike had tried to do to her, he sacrificed himself to try and save Willow. That meant something.

That was a week ago, and now she sat there trying to decide what to say or do. She leaned over and clutched a small mound of dirt.

"I swear, Willow, we will go on. The gang won't break apart. We won't be the same," her voice choked, "without you, but we will go on." She closed her eyes and took a deep breath as a gentle breeze wafted around her. Opening her eyes, she looked back down at the two tombstones.

"For a good while now, I've been in the service of the Powers That Be. In that time, I've seen so much pain, death and anguish to last several lifetimes. Angel…Jenny…you. And in all that time, I've never asked anything from them."

She sighed. "Xander was right, though. I have no doubt where Willow would go, but for all you've done, Spike, you're still a demon and hell would be your home."

She stood up slowly and brushed herself off.

"I just wish, if I had any real power, that you two could meet and be together somewhere in between."

With that, she walked off.

---

Light.

Brighter than a dozen suns, yet his eyes didn't hurt.

A parting.

A figure appears, smiling.

Emerald eyes twinkling, she beckons with an outstretched hand.

His comes forth and envelops hers.

A finger brushes away a strand of fiery hair.

Close now, they share a small kiss.

The light envelops them.

Not Hell...not quite Heaven.

Didn't matter.

He was home.

-FIN-


End file.
